§ 1 Scope:

1. These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of

• section 310(1) of the German Civil Code (BGB). We will only accept conflicting or deviating terms of the purchaser from our terms of sale if we explicitly agree to their validity in writing.

2. These General Terms and Conditions of Sale also apply to all current and future contracts that we conclude with the purchaser, as long as they are legal transactions of a related kind.
3. In the event of individually agreed arrangements with the purchaser (including side agreements, amendments, and supplements), these shall always take precedence over these terms and conditions. The content of such agreements shall, subject to proof to the contrary, be governed by a written contract and our written confirmation.
4. We reserve the right to make changes and improvements to our articles, provided these are reasonable for the purchaser while taking our interests into account.
5. The rights of the purchaser under the contract are only transferable with our prior consent.
6. The purchaser is obliged to draw our attention to statutory, regulatory, and other provisions, conditions, and standards that apply at the location of the contractual object, in particular regarding the execution of delivery, assembly, operation, health and safety regulations, foreign exchange restrictions, export or import restrictions, or any other official requirements that may delay or prevent delivery; the purchaser shall be liable for the consequences resulting from the absence of necessary permits.

§ 2 Offer and Conclusion of Contract:

1. If an order is to be considered an offer in accordance with section 145 of the German Civil Code (BGB), we may accept it within two weeks.

§ 3 Prices and Terms of Payment:

1. The price calculation is based on the price valid on the day of delivery or service, plus the respective statutory value-added tax, unless otherwise agreed. Prices are ex works plus packaging and transport costs, any transport insurance, assembly, customs, and freight costs. The validity of the offer is stated in the respective offer. The quoted prices and conditions are binding for a maximum of six months unless otherwise agreed. If a freight-free delivery has been agreed, this means delivery free of freight charges to the purchaser’s (recipient’s) receiving station, excluding cartage charges. Additional costs and risks resulting from a special shipping method requested by the purchaser (e.g., express, urgent shipment, air freight) as well as costs for partial deliveries requested by the purchaser shall be borne by the purchaser. If we deliver using our own vehicles, a freight cost share is charged.
2. Taxes, contract fees, stamp duties, export, import, transit, and implementation fees, customs duties and customs clearance costs, government fees and similar shall be borne by the purchaser.
3. The prices stated in the order confirmation are binding if delivery is made within four months of the contract conclusion. For later delivery dates, we reserve the right to increase prices if circumstances change after conclusion of the contract, in particular if raw material prices, wage, ancillary wage, or transport costs increase. Price changes in this case are only permissible to the extent and for the purpose of offsetting the mentioned price and cost increases.
4. Retention of payment by the purchaser is excluded if counterclaims result from another contractual relationship. If the counterclaim is based on the same contractual relationship, retention of payment is only permissible if the counterclaims are undisputed or legally established.
5. In the event of default in payment of any claim, we are entitled to withhold deliveries and other services from all contracts with the purchaser until all claims against the purchaser have been fully satisfied. After unsuccessful expiry of a payment deadline set for the purchaser, LockTec is entitled to withdraw from all contracts not yet performed. The assertion of further damages caused by delay is reserved.
6. Amounts owed which are in payment default shall accrue interest at 9 percentage points above the respective base rate of the Deutsche Bundesbank, without prejudice to the assertion of further damage claims.
7. Incoming payments that are not assigned to a specific invoice number are always credited to the oldest debt.
8. Invoice amounts are payable within 30 days from the invoice date without deduction and, unless otherwise agreed, in EURO, unless other conditions have been agreed. The timeliness of payment depends on the receipt of the amount at our unrestricted disposal. Failure to meet the payment deadline and incomplete payment shall put the purchaser in default even without a reminder.
9. Invoicing, invoice verification and subsequent changes
   The client is obliged to provide all information required for correct invoicing and requested by them, in particular invoice address, invoice recipient, contact person, order or contract numbers, cost centres, routing IDs, e-invoice addresses and other internal reference or assignment features, at the latest when placing the order and to ensure they are complete and correct. Changes to this information must be notified to us immediately. Invoices must be checked promptly after receipt. Complaints regarding invoice amount, scope of service, allocation or other recognisable inconsistencies are to be communicated to us in text form within 10 working days after receipt of the invoice, if possible. Objections to individual invoice items do not entitle the client to withhold undisputed invoice amounts. Undisputed amounts remain due for payment within the agreed payment term. If, after correct invoicing, changes or new issuances of the invoice are necessary at the request of or due to circumstances within the responsibility of the client, especially due to subsequently notified or changed order numbers, contacts, cost centres, routing IDs, invoice addresses, invoice recipients or other customer-specific reference details, the original invoice date as well as the originally agreed payment target remain unchanged. For any required subsequent processing incurred as a result, including possible cancellations, accounting corrections, reissuance, and resending of the invoice by electronic means, we are entitled to charge a processing fee according to the respective offer, order confirmation or other individual agreement. The client shall be permitted to provide proof that no or significantly lower expenses were incurred.
   No fee will be charged if the invoice change is required due to an error for which we are responsible, or if the original invoice does not comply with legal requirements.

§ 4 Intellectual Property and Industrial Property Rights:

1. We retain title and copyright to all documents belonging to the respective offer, such as technical drawings, illustrations, brochures, and similar — also in electronic form — which have been created or developed by us.
   They may not be made accessible to third parties unless we have expressly agreed to this in writing.
   Software source codes and construction data are not part of the offer and shall not be provided.
   After termination or cancellation of an order, all usage rights to all documents, materials, further data, and information provided by LockTec expire.
   Upon request by LockTec, all documents must be returned to us in full and without delay or destroyed, if so required by LockTec.
   Software source codes and construction data are generally not part of the offer and will not be provided.
   Usage rights for software are governed by a separate software license and usage agreement.

§ 5 Transfer of Risk – Defects Liability – Damage Claims:

1. Shipping is always at the purchaser’s risk and, unless otherwise agreed, at the purchaser’s expense. The risk of accidental loss or deterioration of the goods passes to the purchaser upon delivery to the carrier, or at the latest upon leaving our premises. If the goods are transported by our vehicles and employees, all risk passes to the purchaser upon completion of the loading process. In the event of delay in delivery not attributable to us, all risk passes to the purchaser on the day notification of readiness for dispatch is given.
2. The purchaser’s warranty rights require that they have duly complied with their investigation and notification obligations pursuant to section 377 German Commercial Code (HGB).
3. The purchaser is obliged to promptly inspect the goods for obvious defects and to notify us in writing of all obvious and/or recognized defects within eight days. The day of delivery or completed installation by LockTec is deemed the date of acceptance.
4. Claims for defects for defects not immediately apparent are time-barred 12 months after delivery of the goods by us to our purchaser. Our approval must be obtained prior to any return of goods.
5. If, despite all due care, a defect is found in the goods delivered that already existed at the time the risk passed, we shall, subject to timely notice of defects, at our discretion repair or replace the goods. We are always to be given reasonable opportunity to effect subsequent performance within a reasonable period of time; if this is not done, we shall be released from liability for defects.
6. If remedial efforts fail, the purchaser is — without prejudice to any damage claims — entitled to withdraw from the contract or reduce the payment.
7. LockTec does not accept liability for damage or defects resulting in particular from the following:

   – Inappropriate or improper use
   – Incorrect assembly or commissioning, whether by the purchaser or third parties authorised by them
   – Natural wear and tear
   – Use of non-original LockTec spare parts and consumables
   – Incorrect or negligent handling
   – Unsuitable equipment or cleaning agents
   – Defective construction works, unsuitable building ground
   – Chemical, electrochemical, or electrical influences for which LockTec is not responsible

8. No claims for defects exist in case of only minor deviation from the agreed quality, e.g. slight deviations in measurements, weight, strength, colour, anodisation and construction, in the case of only minor impairment of usability, in the case of natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating means, defective construction, unsuitable ground or due to special external influences that are not required by the contract. If the purchaser or third parties carry out improper repair work or changes, there shall also be no claims for these and resulting consequences. Reimbursement for costs incurred by work performed by third parties cannot be claimed from LockTec.
9. Claims of the purchaser for expenditures required for the purpose of subsequent performance, especially transport, travel, labor, and material costs, are excluded to the extent that such expenditures are increased because the goods supplied by us have subsequently been taken to a location other than the purchaser’s branch, unless the transfer is consistent with the intended use.
10. The purchaser may not refuse acceptance of the delivery due to existing defects.
11. Warranty processing: Unless otherwise stipulated by law or contract, the warranty period for goods and equipment supplied by LockTec is 12 months from the date of delivery or the relevant date pursuant to section 7. The warranty applies exclusively to material, construction, and manufacturing defects. Warranty processing is carried out as an exchange by shipment. Defective parts must be sent back to LockTec after prior coordination with LockTec.
    After verification and acceptance of a legitimate warranty claim, a replacement delivery or repair will be carried out at LockTec’s discretion. Replacement of parts will generally be carried out by the client or service personnel contracted by them. The client shall bear all costs and risks for shipping to and from LockTec as well as all expenses including disassembly, assembly, commissioning, travel, travel and waiting times, and other on-site services, to the extent not otherwise prescribed by mandatory legal provisions. The place of performance for all warranty claims is the registered address of LockTec GmbH.
    For components, assemblies, or systems manufactured by third-party suppliers, where inspection, repair, or release is permitted solely by the relevant manufacturer or entities authorized by them due to legal, regulatory, safety, or manufacturer-specific requirements, warranty assessment is carried out by the respective manufacturer or the entity designated by them. LockTec is not obliged or entitled to carry out technical assessments, interventions, repairs or approvals itself. The decision as to whether there is a warranty case is made by the respective manufacturer or their authorised test centre. LockTec will support the client as far as reasonably possible in handling such warranty claims.
    The prerequisites for warranty services are that:

    • the equipment has been operated in accordance with the operating, maintenance and assembly instructions,
    • only original spare parts, original consumables, or components expressly approved by LockTec have been used,
    • repairs, alterations or interventions have been carried out exclusively by LockTec or specialist personnel authorised by LockTec.

    The warranty does not cover in particular damage or defects resulting from:

    • Improper use or operation,
    • Incorrect assembly or commissioning,
    • Omitted maintenance or care,
    • Natural wear and tear,
    • Vandalism or wilful damage,
    • Fire, water, environmental, or other external effects,
    • Network failures, overvoltages, or short circuits,
    • Chemical, electrochemical, or electrical influences,
    • Unsuitable operating or cleaning agents,
    • Customer-side changes to hardware, software, network, or communications systems,
    • Interventions by unauthorised persons,
    • Defective construction works or unsuitable building ground,
    • Force majeure.

    Consumables and wear parts resulting from operation are excluded from the warranty. The warranty lapses especially if there are changes, damage, or removal of serial numbers or other identification features.

§ 6 Other Liability:

1. Unless otherwise provided for in these General Terms and Conditions, including the provisions below, we shall be liable for the breach of contractual and non-contractual obligations in accordance with statutory provisions.
2. We are liable for damages — whatever the legal grounds — within fault-based liability, only in the case of intentional misconduct and gross negligence. In cases of ordinary negligence, subject to statutory liability limitations (e.g. due diligence of our own affairs; minor breach), we shall only be liable…
   a) for damages resulting from injury to life, body, or health,
   b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is necessary for the proper execution of the contract and upon which the contract partner regularly relies and may rely); in such cases, however, our liability is limited to compensation for foreseeable, typical damage.
   c) The liability limitations resulting from clause 2 apply also to breaches of duty by or in favour of persons for whose fault we are legally responsible. They do not apply where we have fraudulently concealed a defect, assumed a guarantee for the quality of the goods, or for claims of the buyer under the Product Liability Act.

§ 7 Delivery Times and Deadlines:

1. Unless explicitly stated otherwise in the contract confirmation, the delivery dates indicated are non-binding and LockTec only makes efforts to meet them. No guarantee for adherence is given.
2. The delivery period begins after complete commercial and technical clarification as well as receipt of the signed order confirmation, the signed technical approval drawing, all required customer-side documents, and the agreed advance payment.
3. If the purchaser is in default of acceptance or culpably fails to fulfil other obligations to cooperate, we are entitled to demand compensation for any resulting damage, including any extra expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or deterioration of the purchased item passes to the purchaser at the point they fall into acceptance or debtor’s default.
4. The agreed delivery period is extended, notwithstanding our rights for default, by at least the amount of time required by the purchaser to fulfil their obligations under this contract. Thereafter, the delivery period depends on LockTec’s available capacity.
5. If LockTec fails to meet an explicitly promised and fixed delivery period, the purchaser is entitled to set a reasonable grace period in writing. If LockTec does not meet the fixed delivery deadline including the grace period, the purchaser has the legal rights and may withdraw from the contract. Upon our request, the purchaser is obliged to declare within a reasonable period whether they demand fulfilment by LockTec despite the delay or refuse performance due to the delay.
6. A delay in delivery caused by circumstances or events which are not attributable to LockTec — e.g. transport or operational disruptions, shortage of raw materials or energy, strikes or lockouts, or force majeure — shall release LockTec, also in the case that they occur at upstream or downstream suppliers, from the obligation to deliver for the duration of the impediment and a reasonable start-up period if these demonstrably affect completion or delivery. If performance becomes impossible for LockTec due to the stated circumstances, LockTec is entitled to withdraw from the contract in full or in part. Typical holiday periods and company holidays are not counted as working weeks.
7. If assembly, delivery or acceptance is delayed for reasons arising from the client’s sphere, in particular due to delays by third parties appointed by the client, subcontractors, contractors, or other trades, LockTec is entitled to store products already manufactured at the cost of the client from the date of agreed availability for delivery, shipping, or assembly. The amount and invoicing of storage and readiness costs are governed by the relevant offer, order confirmation, or other individual agreement. The assertion of further rights remains unaffected. The agreed payment terms and obligations resulting therefrom remain unaffected. Disadvantages, costs, or risks due to reduced manufacturer guarantees, shortened supplier warranty periods or limited availability of purchased parts, which are due to a delay in delivery, assembly, acceptance or commissioning stemming from the client’s responsibility or request, shall not be borne by LockTec.
8. Additional expenses arising from postponement, cancellation, or interruption of agreed delivery, assembly, or performance dates caused by the client may be invoiced to the client in line with the offer, order confirmation or other specific agreement.
9. If delivery, assembly, or commissioning is delayed for reasons from the client’s sphere, the warranty period begins, regardless of the actual delivery, assembly, or commissioning date, no later than the date on which LockTec reports readiness for delivery.
10. If the purchaser refuses delivery even after expiry of a reasonable grace period, we are entitled, without prejudice to other claims, to claim liquidated damages for non-fulfilment amounting to 100% of the hardware purchase price. The client is entitled to prove that LockTec incurred no or significantly lesser damage. Our right to claim greater proven damages remains unaffected.

§ 8 Retention of Title:

1. We retain title to the goods supplied by us as well as to goods resulting from their processing until full satisfaction of all our current and future claims arising from the business relationship with the purchaser, including conditional and time-limited claims and regardless of their legal grounds. The secured claims in particular include the claim for payment of the purchase price. The secured purchase price claim also includes any expenses relating to the conclusion and execution of the purchase contract, preservation of the item, and the assertion of our retained rights to the goods. Specifically, these include: acceptance, dispatch, packaging costs as well as default and overdue interest, costs for storage, warehousing and insurance, as well as any costs arising from the extrajudicial or judicial assertion of our rights. In business transactions with an entrepreneur, we are entitled, in the case of payment default by the purchaser, to assert rights arising from retention of title without withdrawal from the contract.
2. The purchaser is obliged to treat the goods with due care and keep them safely stored as long as ownership has not passed to them. As long as ownership has not passed, the purchaser must notify us immediately in writing if the delivered item is seized or subject to interventions by third parties. If the third party is unable to reimburse us for the court and out-of-court costs incurred in this respect pursuant to section 771 ZPO (German Civil Procedure Code), the purchaser shall be liable to us for any loss incurred.
3. If the purchaser fails to meet their contractual obligations to us, we are otherwise entitled to demand the return of the reserved goods. The purchaser has no right of possession in this regard. On return of the goods, all costs, including those for any re-delivery, are at the purchaser’s expense. In such cases, the purchaser must compensate for any depreciation in value, even if not their fault. The assertion of further claims for compensation remains unaffected. LockTec is entitled to check at any time the condition and existence of goods subject to our retention of title and for this purpose to have the relevant storage areas of the purchaser entered by a person appointed by LockTec. For goods resold under extended retention of title, LockTec must be granted access to the purchaser’s records. Resale of reserved goods without prior written consent from LockTec is not permitted.
4. If the reserved goods are resold by the purchaser together with their own or third-party goods (e.g. software) in unprocessed form, the purchaser assigns to us the claim arising from the resale in an amount corresponding to the value of the reserved goods. If the part of the sale proceeds attributable to our reserved goods is higher than the value of the reserved goods, LockTec is also entitled to this excess amount.
5. If reserved goods are processed, we shall be regarded as the manufacturer and acquire title to the new item without giving the purchaser any claims against us based on the said transfer of rights. If processing is carried out together with other materials, we shall acquire co-ownership of the resulting item in relation to the gross invoice value of the reserved goods to that of the other materials.
6. Should the contracts concluded by the purchaser during resale of the reserved goods be invalid or void, the purchaser hereby assigns to us in advance any statutory claims they have in lieu of the assigned contract claims, in particular unjust enrichment claims, to the same extent.
7. Insofar as registration and/or fulfilment of other requirements are necessary for the effectiveness of retention of title, the purchaser is obliged to perform all necessary actions at their own expense without delay and to make all required notifications.
8. LockTec undertakes to release the reserved goods as well as any objects or claims replacing them to the extent that their value exceeds the amount of the secured claims by more than 20%.
9. The cost of returning the reserved goods is borne by the purchaser, e.g. in the event of contract termination/dissolution with revenue sharing.
10. In the event that the purchaser discharges its obligations through participation in the direct debit scheme, all our rights resulting from the above retention of title provisions remain until direct debits can no longer be reversed, unless our rights remain in effect in accordance with the foregoing provisions in any case.

§ 9 Miscellaneous:

1. The place of performance for warranty claims is the registered office of LockTec GmbH in D-96369 Hummendorf. The exclusive place of jurisdiction for all disputes arising from this contract is Coburg, Bavaria, Germany, insofar as permitted by law and unless otherwise stated in the order confirmation. This does not apply if the purchaser is a company not registered in the commercial register.
2. Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected.
3. This contract and all legal relations between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).